Exhibit 10.5
FIRST AMENDMENT TO LEASE
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This First Amendment to Lease (the "First Amendment") is made as of August
31, 2000, by and between TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, a
California corporation ("Landlord"), and CALIFORNIA CENTER BANK, a California
corporation ("Tenant")
RECITALS
A. Landlord and Tenant entered into that certain Lease for a term of ten
(10) years commencing June 30, 1990 for approximately 6,594 rentable
square feet of space (the "Premises") comprised of (i) approximately
5,410 rentable square feet of space located on the ground floor of the
Complex commonly known as the Broadway Garage located at 0000 Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 and commonly known as
Suite BG 401 ("Suite 401"), and (ii) approximately 1,184 rentable
square feet of storage space located on the basement level of the
Complex and commonly known as Suite BG 400 ("Suite BG 400"),
hereinafter (the "Lease"),
B. On September 20, 1990, Landlord and Tenant executed a written
Acknowledgment of Commencement Date memorializing that the Lease was
made the 5th day of March, 1990 and amending the Lease to provide that
the Initial Term Commencement Date was September 1, 1990 and the
Initial Term Expiration Date was August 31, 2000;
C. Tenant has notified Landlord that it wishes to exercise its first of
two options to extend the term of the Lease for an additional five (5)
years beginning September 1, 2000;
D. Landlord and Tenant desire to amend the Lease to reflect the extension
of the term of the Lease and other modifications and amendment thereto
as follows:
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and for such other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree to amend,
modify and supplement the Lease as follows:
AGREEMENT
l. Capitalized Terms. All capitalized terms when used herein shall have the
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same meanings as are given such terms in the Lease unless expressly superseded
by the terms of this first Amendment.
2. Extension of Term of the Lease. The term of the Lease shall be extended
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for a period of five (5) years (the "First Option Term"), commencing on
September 1, 2000 (the "Extension Date"), and expiring on August 31, 2005 (the
"Expiration Date"), unless sooner terminated as provided in the Lease, as hereby
amended. Pursuant to the terms of the Lease, Tenant has one remaining five (5)
year option ("Second Option Term") to extend the term of the Lease until August
31, 2010. Notwithstanding anything to the contrary set forth herein, Tenant
shall be entitled to terminate this Lease with respect to Suite BG 400, only, by
written notice to Landlord effective as of the date specified in the notice,
which date shall not be less than thirty (30) days after the date such notice is
given Landlord by Tenant.
3. Minimum Monthly Rent.
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3.1 Initial Minimum Monthly Rent. Effective as of the Extension Date
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and continuing throughout the First Option Term, Tenant shall pay Landlord
Minimum Monthly Rent in the amount of Nine Thousand Nine Hundred Forty Eight and
20/100 Dollars ($9,948.20), which amount represents (i) Eight Thousand Seven
Hundred Sixty-Four and 20/100 Dollars ($8,764.20) per month for Suite BG 401,
and (ii) One thousand One Hundred Eighty-Four and No/100 Dollars ($1,184.00) per
month for Suite BG 400.
3.2 Minimum Monthly Rent Increases/Adjustment
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(i) The Minimum Monthly Rent payable by Tenant as specified
hereinabove shall be adjusted, upwards only, effective September 1, 2001, and on
the 1st day of September of each year thereafter ("Adjustment Date") during the
First Option Term in accordance with percentage increases, if any, in the
Consumer Price Index for all Urban Consumers, all items/for Los Angeles,
Anaheim, Riverside area, Base 1982-84=100) ("Index"), as published by the
United States Department of Labor, Bureau of Labor Statistic ("Bureau"). The
Index for each June during the First Option Term shall be compared with the
Index for the preceding June and the Minimum Monthly Rent shall be increased in
accordance with the percentage increase, if any, between such June Indices
Landlord shall use its best efforts to calculate and give Tenant notice of any
such increase in the Minimum Monthly Rent on or near the Adjustment Date, and
Tenant shall commence to pay the increased Minimum Monthly Rent effective on the
Adjustment Date of each year. Notwithstanding the foregoing, in no event shall
the increase in Minimum Monthly Rent on any given Adjustment Date be more than
five percent (5%) of the monthly Minimum Monthly Rent payable for the month
immediately preceding any such Adjustment Date,
(ii) In the event that Landlord is unable to deliver to Tenant
the notice of the increased Minimum Monthly Rent at lease five (5) business days
prior to the Adjustment Date, Tenant shall commence to pay the increased Minimum
Monthly Rent on the first day of the month following the receipt of such notice,
and shall also pay, together with the first payment of the increased Minimum
Monthly Rent, an amount determined by multiplying the amount of the increase in
Minimum Monthly Rent times the number of months which have elapsed between the
Adjustment Date and the date payment of the increased Minimum Monthly Rent is
due. Should the Bureau discontinue the publication of the Index, or publish the
same less frequently, or alter the same in some other manner, Landlord, in its
discretion, shall adopt a substitute index or procedure which reasonably
reflects and monitors consumer prices.
4. Additional Rent. Effective as of the Extension Date and continuing
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throughout the First Option Term, Tenant shall pay Tenant's proportionate share
of taxes, insurance costs and common area maintenance costs pursuant to the
terms of the Lease
5. Condition of Premises. Landlord and Tenant acknowledge that Tenant has
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been occupying the Premises pursuant to the Lease Except as specifically set
forth in this Section 5, Landlord shall not be obligated to construct or install
any improvements or facilities of any kind in the Premises, and Tenant shall
continue to accept the Premises in its currently existing "as-is" condition.
Notwithstanding, Tenant shall be entitled to a one-time allowance in the amount
of Twenty-Seven Thousand Fifty and 00/100 Dollars ($27,050.00) (i.e.,
approximately $5.00 per square foot for each of the 5,410 rentable square feet
of Suite BG 401) (the "Improvement Allowance") for costs relating solely to the
design and construction of tenant improvements which are permanently affixed to
the Suite BG 401 Premises (the "Improvements"). In no event shall Landlord be
obligated to disburse any amount in excess of the Improvement Allowance in
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connection with the Improvements. The Improvements shall be made in accordance
with the terms of Section 10.1 of the Lease and the Improvements shall be deemed
Alterations for all purposes hereunder. No portion of the Improvement Allowance,
if any, remaining after the performance of the Improvements shall be available
for use by Tenant for any other purpose whatsoever. Landlord shall have no
responsibility or for any reason be liable to Tenant for any direct or indirect
injury to or interference with Tenant's business arising from the performance
of the Improvements, nor shall Tenant be entitled to any compensation or damages
from Landlord for loss of the use of the whole or any part of the Premises
or of Tenant's personal property or improvements resulting from the performance
of the Improvements, or for any inconvenience or annoyance occasioned by the
performance of the Improvements Landlord shall not charge Tenant a supervision
fee in connection with the Improvements
6. Security Deposit. Concurrently with Tenant's execution of this First
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Amendment, Tenant shall deposit with Landlord a security deposit in the amount
of Nine Thousand Nine Hundred Forty-Eight and 20/ 100 Dollars ($9,948.20) as
security for the faithful performance by Tenant of all its obligations,
covenants and conditions under the Lease, as hereby amended. The sum of
$9,948.20 represents the total security deposit amount held by Landlord (the
"Security Deposit"). Except as set forth in this Section 6, Landlord shall hold
and/or apply the Security Deposit in accordance with the provisions of Section
7.1 of the Lease. If Tenant is not in default at the expiration or termination
of this Lease, Landlord shall return the Security Deposit to Tenant within
thirty (30) days after expiration or termination of this Lease subject to the
condition that Tenant has surrendered possession of the Premises to Landlord
free of subtenants or other persons claiming possession or right to occupy the
Premises and Tenant has performed all of its obligations under this Lease.
Tenant hereby waives the provisions of Section 1950.7 of the California Civil
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Code, or any successor statute, that provide that Landlord may claim from a
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security deposit only those sums reasonably necessary to remedy defaults in the
payment of Rent, to repair damage caused by Tenant, or to clean the Premises.
Landlord and Tenant agree that Landlord may, in addition, claim those sums
reasonably necessary to compensate Landlord for any other foreseeable or
unforeseeable loss or damage caused by the act or omission of Tenant or Tenant's
officers, agents, employees, independent contractors, or invitees.
7. Broker. Landlord and Tenant hereby warrant to each other that they have
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had no dealings with any real estate broker or agent in connection with the
negotiation of this First Amendment other than Xxxxx Xxxx LaSalle Americas, Inc.
(the "Broker"), and that they know of no other real estate broker or agent who
is entitled to a commission in connection with this First Amendment. Each party
agrees to indemnify and defend the other party against and hold the other party
harmless from any and all claims, demands, losses, liabilities, lawsuits,
judgments, and costs and expenses (including, without limitation, reasonable
attorneys' fees) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of the indemnifying party's dealing
with any real estate broker or agent, other than the Broker. The terms of this
Section 7 shall survive the expiration or earlier termination of the Lease as
herein amended
8. Parking.
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8.1. Parking Spaces. Except as set forth in this Section 8, the terms
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of Section 27.1 of the Lease shall remain in full force and effect. In addition
to the parking spaces provided in Section 27.1 of the Lease, Tenant shall be
entitled to an additional three (3) visitor parking spaces on the first floor of
the Broadway Garage located at 000 X. Xxxxxxx Xxxxxx in the location as more
precisely shown in Exhibit "A" attached hereto and incorporated hereby by this
reference ("Additional Visitor Spaces"). Tenant shall pay for
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the Additional Visitor Spaces at the monthly market rate set by Landlord, less
Fifteen Dollars ($15.00) per space plus any applicable municipal parking tax.
Tenant shall have the right, from time to time, at its sole expense, to
re-stripe its existing twelve (12) visitor parking space and the Additional
Visitor Spaces so long as the newly striped visitor parking spaces are not
re-striped to increase the number of parking spaces to more than twelve (12)
spaces and the Additional Visitor Spaces are not re-striped to increase the
number of Additional Visitor Spaces to more than three (3) spaces.
8.2 Ingress/Egress into Parking Garage. Landlord shall, at Landlord's
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cost and expense, convert the ingress/egress stations in the parking garage at
the locations, and as set forth in Exhibit "B" attached hereto and incorporated
herein by this reference, to an ingress-only station and egress-only station
{the "Station Work"), subject to any applicable governmental regulations and
approvals. The Station Work shall include direction signage at the subject
entrance and exit. Such stations shall be maintained as set forth on the
attached Exhibit "B" throughout the First Option Term. Landlord shall not be
liable for any damages or inconvenience caused to Tenant in connection with
the Station Work. Landlord shall use commercially reasonable efforts to minimize
interference with Tenant's access to and use of the parking garage during the
Station Work.
9. Tenant's Signage. Tenant shall be permitted to replace, at Tenant's sole
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cost and expense, its existing sign on the Complex, maintained by Tenant
pursuant to Section 11.2 of the Lease, with a new sign on the Complex, in the
location set forth on Exhibit "C", attached hereto and incorporated herein by
this reference provided that such new sign is first approved by Landlord and is
in full compliance with all requirements set forth in Section 11.1 of the Lease.
Tenant shall be responsible for any damage to the Complex caused by the removal
or replacement of its existing sign. Tenant also agrees to remove the two (2)
existing banners ("Temporary Signage") it has on the exterior eastern facade of
the Complex and Tenant agrees to repair any damage caused by the removal of said
Temporary Signage and fix or replace the small rusted metal sign located at the
northern Broadway Street entrance to the Complex. Tenant also agrees that it
will not install temporary banners, signs, attachments and/or advertising of any
kind anywhere on the exterior of the Complex without first obtaining Landlord's
prior written approval.
10. Landlord shall provide Tenant condenser water to Tenant's supplemental
HVAC system during normal business hours.
11. Defaults and Remedies. Section 19.1(C) is hereby modified to include
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the following provision.
"(ix) Landlord shall have the remedy described in California Civil
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Code Section 1951.4 which provides that a lessor may continue the
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lease in effect after lessee's breach and abandonment and recover rent
as it becomes due, if lessee has the right to sublet or assign,
subject only to reasonable limitations. Accordingly, if Landlord does
not elect to terminate this Lease on account of any default by Tenant,
Landlord may, from time to time, without terminating this Lease,
enforce all of its rights and remedies under this Lease, including the
right to recover all rent as it becomes due."
12. Limitation of Liability of Landlord. Notwithstanding any contrary
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provision herein Landlord, its partners, subpartners and their respective
officers, agents, servants, employees, and/or independent contractors shall not
be liable under any circumstances for injury or damage to, or interference
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with, Tenant's business, including but not limited to, loss of profits, loss of
rents or other revenues, loss of business opportunity, loss of goodwill or loss
of use, in each case, however occurring.
13. No Oral Agreements. All Oral agreements, if any, shall be of no further
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force and effect Any further amendments or modifications shall be effective only
if evidenced in writing and duly executed by authorized representatives of the
parties hereto.
14. Reaffirmation of Lease. Except as modified by this First Amendment, all
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of the terms and conditions of the Lease shall remain in fu11 force and effect.
The parties hereto hereby reaffirm all of their obligations under the Lease, as
hereby amended. This First Amendment shall he construed as if all parties hereto
jointly prepared this First Amendment, and any uncertainty or ambiguity shall
not be interpreted against any one party.
15. Conflict. If there is a conflict between the terms and conditions of
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this First Amendment and the terms and conditions of the Lease, the terms and
conditions of this First Amendment shall control.
16. Authority. The persons executing this First Amendment on behalf of
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the parties hereto represent and warrant that they have the authority to execute
this First Amendment on behalf of said parties and that said parties have
authority to enter into this First Amendment.
17. Counterparts. This First Amendment may be executed in counterparts.
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Each counterpart shall be deemed an original, and all counterparts shall be
deemed the same instrument with the same effect as if all parties hereto had
signed the same signature page.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first above written.
"LANDLORD"
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY, a California corporation
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: XXXXXXX XXXXXXXXXX
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Its: VICE PRESIDENT
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"TENANT"
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CALIFORNIA CENTER BANK,
a California corporation
By: /s/ Seon Xxxx Xxx
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Name: SEON XXXX XXX
Its: PRESIDENT & CEO
By: /s/ Xxxx Xxx
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Name: Xxxx Xxx
Its: SVP
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